Barksdale Announces C$14.0 Million Private Placement, Appoints George Ogilvie as Chairman, Proposes David Lotan as Director Nominee, Appoints Chris Stewart as President and Chief Executive Officer and David Birch as Chief Financial Officer

Barksdale Resources Corp. (BRO) announced a comprehensive corporate restructuring involving a C$14.0 million non-brokered private placement, the full settlement of Delbrook convertible debentures, executive leadership changes, and proposed corporate actions including a name change to Arizona Standard Copper Inc. and a 10-for-1 share consolidation.

The private placement involves up to 77,777,777 units priced at C$0.18 per unit, with each unit comprising one common share and one-half of a warrant. Each whole warrant is exercisable at C$0.30 for two years following closing. The transaction targets minimum gross proceeds of C$12.6 million and is being led by new Chairman George Ogilvie. Crescat holds a pro-rata participation right if it owns more than 2% of the company.

Proceeds from the offering are earmarked for a phased 16,000m diamond core drilling program at Sunnyside, which includes an initial 8,000m program to follow up on RC results and begin defining an initial mineral resource. Funds will also cover a ZTEM study over Sunnyside and surrounding 100% owned deposits.

The debt settlement resolves C$5,437,500 of principal, accrued interest, and additional rights owed to Delbrook Resource Opportunities Master Fund LP and Delbrook Resource Opportunities Fund. Consideration for the settlement includes 40,000,000 common shares at deemed prices of C$0.10 and C$0.12, plus 5,208,333 units at C$0.18 on the same terms as the offering. On closing, the convertible debentures will be settled in full, the put option will be extinguished, and security agreements will be released. Delbrook Capital Advisors is expected to control more than 10% of the shares following the transaction.

Management changes include Chris Stewart becoming President and CEO, George Ogilvie becoming Chairman, and David Birch becoming CFO. William Wulftange remains on the management team until December 31, 2026, and retains a board seat. Darren Blasutti has stepped down as Chairman, and Quinton Hennigh has stepped down from the board. David Lotan and Travis Snider are proposed for election as directors, with Lotan serving as Lead Director if elected.

Proposed corporate actions include a name change to Arizona Standard Copper Inc., expected at the AGM in mid-November 2026, and a 10-for-1 share consolidation subject to TSXV approval and other filings. Additionally, 6,000,000 stock options have been granted to consultants, officers, and directors.

The offering requires TSXV approval, minimum gross proceeds of C$12.6 million, and satisfaction or waiver of debt-settlement conditions. The debt settlement also requires TSXV approval and closing of the offering. The name change requires both TSXV and shareholder approval.

Barksdale Resources Corp. (BRO) has announced a leadership overhaul and a significant financing round aimed at de-risking its balance sheet and advancing its Sunnyside project. The new management team includes George Ogilvie and Chris Stewart, who bring direct experience in building, operating, permitting, and selling copper and gold companies. Ogilvie’s prior exits from Arizona Sonoran Copper and Battle North, combined with Stewart’s operational background at Kirkland Lake, McEwen, and Barrick Hemlo, provide the company with a new operating team.

The debt settlement removes key balance-sheet overhangs, including the Delbrook secured convertible debentures, the put right, and the Sunnyside security package. This is accompanied by a C$14.0 million financing, which, if fully closed, provides capital to execute an initial 8,000m diamond program and move toward a maiden resource at Sunnyside. Ogilvie is participating as Chairman, investing alongside new management and shareholders while leading the placement.

However, the release carries significant execution risk as the financing is not yet closed. The minimum raise is C$12.6 million, not C$14.0 million. The issue price of C$0.18 is below the C$0.23 close on 2026-09-21, implying a discount to the last market price. Dilution from the offering could reach up to 77.78 million new shares, roughly 33% of the pre-deal 234.87 million shares. The debt settlement adds 40 million shares plus 5.21 million units, representing roughly another 19% dilution. Combined, potential new shares from the two transactions could exceed 123 million, or over 50% of the current share count before consolidation.

The company has also proposed a 10-for-1 consolidation, a move intended to attract institutional capital but which may signal a need to repair the capital structure. Prior-period context shows the company has no revenue, carries a going-concern flag in its MD&A, and held only C$1.5 million cash as of September 1, 2026, per the investor presentation. The new financing is therefore necessary.

Historically, Barksdale completed the 67.5% Sunnyside earn-in and reported high-grade copper intercepts, outlining repeated fall drill programs. Despite this, the company still has no resource at Sunnyside. The market had already rewarded the May 2026 drill results, with the stock reaching C$0.53, before fading to C$0.13 in August 2026. The latest news serves as a reset of the story rather than proof of a resource.

Barksdale Resources Corp. (TSXV: BRO, OTCQB: BRKCF, FSE: 2NZ) is a Vancouver-based base metal exploration company focused on copper, zinc, lead, silver, and gold projects in Arizona, USA, and Sonora, Mexico. Its flagship asset is the Sunnyside project in the Patagonia mining district of southern Arizona. Barksdale owns 67.5% of the project through Arizona Standard LLC, with Great Basin Metals holding the remaining 32.5%. The property consists of 286 unpatented claims covering 5,223.1 acres and borders South32’s Hermosa project on the north, south, and east.

Sunnyside has no known NI 43-101 resources or reserves. Historical intercepts are considered exploration guides only and are pre-NI 43-101 and unverified by a Qualified Person. A 2026 RC program confirmed porphyry-style Cu-Mo mineralization across a large area and high-grade copper lode structures, though a maiden resource remains a goal rather than a fact.

Other Arizona assets include the 100%-owned San Antonio copper project, which is subject to a 1.5% NSR and FROR held by Teck; the Canelo and Goat Canyon properties, former Kennecott/Rio Tinto assets; and Four Metals, which targets early-stage breccia-pipe and buried-porphyry deposits.

In Sonora, Mexico, Barksdale owns the San Javier project, an IOCG copper-gold deposit comprising 12 mining concessions covering approximately 1,184 hectares, located about 140 km east of Hermosillo. The project has an NI 43-101 PEA that reported a pre-tax NPV of C$111.9 million and 26.3% IRR at US$4.00/lb Cu, with measured and indicated (M&I) resources of 70.1 million tonnes containing 419.2 million pounds of copper. Gold was not included in the PEA resource. The MD&A cites a pre-tax NPV of $118.8 million and 26.3% IRR.